SEC Form SC 13D/A filed by AG Mortgage Investment Trust Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Authorized to Receive Notices and Communications)
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hill Country Asset Management, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
1,279,078 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
1,279,078 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,078 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (1) |
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14
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TYPE OF REPORTING PERSON
IA, PN
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hill Country Special Opportunities Master Fund, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
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3
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SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
1,279,078 |
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8
|
SHARED VOTING POWER
0 |
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9
|
SOLE DISPOSITIVE POWER
1,279,078 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,078 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (1) |
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14
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TYPE OF REPORTING PERSON
FI, PN
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew W. Olson |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
1,279,078 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
1,279,078 |
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,078 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (1) |
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14
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TYPE OF REPORTING PERSON
HC, IN
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven L. Kuhn |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
AF |
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
1,279,078 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
1,279,078 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,078 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (1) |
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14
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TYPE OF REPORTING PERSON
HC, IN
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(a)
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As of the date of this Amendment No. 2, the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,279,078 Shares representing approximately 5.68% of the outstanding Shares, based upon the
22,502,073 Shares outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the SEC on August 5, 2022 (the “10-Q”).
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(b)
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All of the Shares which the Reporting Persons may be deemed to beneficially own are held directly by Master Fund. Hill Country, as the investment advisor to Master Fund, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,279,078 Shares held directly by Master Fund. By virtue of his positions as the Chief Executive Officer and member of Hill Country, Mr.
Olson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,279,078 Shares held directly by Master Fund. By virtue of his positions as the Chief Investment
Officer and member of Hill Country, Mr. Kuhn may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,279,078 Shares held directly by Master Fund.
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(c)
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The following table sets forth all additional transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00
p.m., New York City time, on August 31, 2022. All such transactions were sales of Shares effected in multiple transactions in the open market. The price reported in the Price Per Share column is a weighted average price. The Reporting
Persons undertake to provide upon request by the staff of the SEC the full information regarding the number of Shares sold at each separate price.
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share ($)
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Price Range ($)
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Master Fund
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8/25/2022
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100,000
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$6.80
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$6.80 – $6.80
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Master Fund
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8/26/2022
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25,000
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$6.80
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$6.80 – $6.80
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Master Fund
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8/29/2022
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100,000
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$6.58
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$6.58 – $6.59
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Master Fund
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8/31/2022
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200,000
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$6.50
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$6.50 – $6.50
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By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
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Title: |
President and General Counsel
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By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
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Title: |
President and General Counsel
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By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
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Title: |
Attorney-in-Fact
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By: |
/s/ Shawn Wells________________________
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Name: |
Shawn Wells
|
Title: |
Attorney-in-Fact
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